<PAGE>
                                                                   Exhibit 10.44


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of May 01, 2004
(the "Effective Date"), between Technical Olympic USA, Inc., a Delaware
corporation (the "Employer") and David J. Keller, an individual (the
"Employee").

                                    AGREEMENT

         In consideration of the mutual premises, covenants and agreements set
forth below, and intending to be legally bound hereby, it is hereby agreed as
follows:

1.       DEFINITIONS. Capitalized terms shall have the meanings defined in this
Agreement or on Exhibits A and B attached hereto unless the context otherwise
requires. Exhibits A and B are incorporated herein by this reference.

2.       EMPLOYMENT TERM AND DUTIES.

         2.1 EMPLOYMENT TERM. The Employer employs the Employee, and the
Employee accepts employment by the Employer, on the terms and conditions set
forth in this Agreement and for the period of time set forth in Exhibit B (the
"Employment Period"), which Employment Period shall be the term of this
Agreement. This Agreement shall automatically be renewed on the same terms and
conditions for successive one (1) year periods thereafter, each considered to be
extensions of the initial Employment Period, unless either Employer or Employee
provides written notice to the other of its or his election not to renew, such
written notice to be provided at least six (6) months prior to the expiration of
the then applicable Employment Period.

         2.2 DUTIES.

                  (a) The Employee will serve in the position set forth on
Exhibit B. The Employee will devote his full business time, attention, skill,
and energy exclusively to the business of the Employer and its Affiliates, will
use his best efforts to promote the success of the Employer's business and of
the business of its Affiliates, and will cooperate fully with the senior
management of the Employer and its Affiliates in the advancement of the best
interests of the Employer and its Affiliates.

                  (b) With the prior written consent of the Chief Executive
Officer of Employer, (the "CEO"), which consent may be revoked by the CEO at any
time and for any reason, the Employee may engage in the following activities
during the Employment Period so long as such activities do not, in the sole
judgment of the CEO, interfere or conflict with Employee's duties to Employer as
set forth in Section 2.2(a) above: (i) serve on corporate, civic, religious,
educational, and/or charitable boards or committees; (ii) deliver lectures,
fulfill speaking engagements, or teach at educational institutions without
receiving any compensation other than reimbursement of expenses, nominal
stipends, or similar forms of compensation; and (iii) manage his personal
investments, provided that such investments do not conflict with the Employee's
duties and responsibilities under this Agreement. If the Employee is appointed
or


<PAGE>

elected an officer or director of the Employer or any Affiliate, the Employee
will fulfill his duties as such officer or director without additional
compensation. Upon termination of this Agreement for any reason, the Employee
automatically resigns as of such date as an officer and director of the Employer
and each Affiliate of which he is an officer or director, if any.

         2.3 LOCATION. The Employee's primary place of employment hereunder
shall be as set forth in Exhibit B.

3.       COMPENSATION AND BENEFITS. The compensation and benefits payable and
provided to the Employee under this Agreement shall constitute the full
consideration to be paid to the Employee for all services to be rendered by the
Employee to the Employer and its Affiliates in all capacities.

         3.1 BASE SALARY. During the term of this Agreement, the Employee will
be paid an annual salary as set forth on Exhibit B ("Base Salary"), payable in
periodic installments according to the Employer's customary payroll practices.

         3.2 BENEFITS. The Employee (and the Employee's spouse and dependents,
where applicable) shall be permitted to participate in such 401(k) plan (or
similar qualified plan) and any welfare benefit plan, program, or fringe benefit
made available to other similarly situated employees that may be in effect from
time to time, subject to the Employee (and the Employee's spouse and dependents,
where applicable) meeting the eligibility requirements under the terms of each
of those plans (collectively, the "Benefits"). However, the Employer may modify
or terminate any employee benefit plan at any time and in the Employer's sole
discretion, so long as such modification or termination equally affects all of
the Employer's similarly situated employees. The Employee is entitled to opt out
of the Company's healthcare plan.

         3.3 ANNUAL BONUS. During the term of this Agreement, the Employee shall
be eligible to participate in an annual bonus plan. The bonus plan and any
amounts payable thereunder may take into consideration personal performance and
contribution, operational and financial results, and other achievements
attributable to Employee's accomplishments. Employee's participation in and
compensation pursuant to such plan will be consistent with the participation of
similarly situated employees and shall in any event be subject to the approval
of the Board of Directors or relevant Board Committee of Employer. The annual
bonus plan applicable to Employee is as described on Exhibit B.

         3.4 BUSINESS EXPENSES. In accordance with the rules and policies that
the Employer may establish from time to time, the Employer shall reimburse the
Employee for business expenses reasonably incurred by him in the performance of
his duties hereunder.

         3.5 VACATION. The Employee shall be entitled to four (4) weeks vacation
per calendar year (prorated for less than a full year). Unused vacation time not
to exceed an aggregate of two (2) weeks for all prior years may be accumulated
or carried over from year to year. The Employee shall not be entitled to any
compensation for unused vacation time except as provided in Section 4.



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<PAGE>

         3.6 CAR ALLOWANCE. During the Employment Period, the Employee shall be
paid a car allowance as set forth in Exhibit B.

         3.7 OFFICE AND SUPPORT STAFF. During the Employment Period, the
Employee shall be entitled to an office, furnishings, other appointments, and
secretarial or other assistants as reasonably necessary to perform the
Employee's duties and obligations as set forth herein and comparable to other
similarly situated employees of the Employer and its Affiliates.

4.       TERMINATION.

         4.1 DEATH; DISABILITY. This Agreement will terminate automatically upon
the death or Disability of the Employee.

         4.2 TERMINATION NOTICE. Any termination of the Employee's employment
other than a termination pursuant to Section 4.1 hereof shall be by written
notice to the other party, indicating the specific termination provision in this
Agreement relied upon, if any, and setting forth in reasonable detail the facts
and circumstances claimed to provide a basis for the termination of the
Employee's employment under the provision so indicated. The date of the
Employee's termination of employment shall be specified in such notice;
provided, however, that such date may not be earlier than any applicable cure
periods as set forth herein. If a termination is being effected by the Employee,
such date shall not be less than six (6) months from the date the written notice
is given to the Employer (the "Required Notice"). Failure to provide the
Required Notice shall be deemed a breach of this Agreement by the Employee for
which the Employee will be liable to the Employer as provided herein and for any
damages caused by such breach.

         4.3 TERMINATION PAY. Upon termination of the Employee's employment, the
Employer will be obligated to pay or provide the Employee or the Employee's
estate, as the case may be, only such compensation and Benefits as are provided
in this Section 4.3 and, if applicable, in Section 5.3 hereof.

                  (a) TERMINATION BY THE EMPLOYER FOR CAUSE; RESIGNATION OF THE
EMPLOYEE WITHOUT GOOD REASON OR REQUIRED NOTICE. If (i) the Employer terminates
the Employee's employment for Cause; (ii) the Employee terminates his employment
for any reason other than Good Reason; or (iii) the Employee terminates his
employment for any reason without the Required Notice, the Employee shall be
entitled to receive the Accrued Obligations from the Employer, payable to
Employee within thirty (30) Business Days after the date of termination. Except
as specifically provided herein, the Employee shall not be entitled to any other
payments or Benefits pursuant to this Agreement.

                  (b) TERMINATION DUE TO DISABILITY OR UPON DEATH. If the
Employee's employment is terminated due to Disability or upon the Employee's
death, the Employee or the Employee's estate, as the case may be, shall be
entitled to receive from the Employer the sum of the following, payable to
Employee or Employee's legal representative within thirty (30) Business Days
after the date of termination: (i) the Accrued Obligations and (ii) the Pro-Rata
Bonus.



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<PAGE>

                  (c) TERMINATION BY THE EMPLOYEE DUE TO GOOD REASON OR BY THE
EMPLOYER WITHOUT CAUSE. If the Employee's employment is terminated by the
Employer without Cause or by the Employee for Good Reason, the Employee shall be
entitled to receive from the Employer the following, payable to Employee within
thirty (30) Business Days after the date of termination: (i) the Termination
Payment and (ii) if the Employee timely elects continuation coverage under the
Employer's group health plan, an amount equal to the monthly premium charge for
such coverage, for the lesser of the then remaining term of the Employment
Period or the period of such continued health coverage, at the active employee
premium rate for similar coverage.

         4.4 RELEASE AND WAIVER. Notwithstanding anything in Section 4.3 to the
contrary, the Employee shall not be entitled to any payment or Benefit pursuant
to Section 4.3, except for Accrued Obligations as required by law, unless the
Employee has delivered to the Employer a general release, signed and in a form
acceptable to the Employer, that releases the Employer and its Affiliates, and
all their respective officers, directors, employees, and agents from any and all
claims of any kind that the Employee may have arising out of the Employee's
relationship with the Employer or any of its Affiliates or the termination of
employment, but excluding any claims arising under this Agreement, and such
release has become irrevocable.

5.       NON-COMPETITION AND NON-INTERFERENCE.

         5.1 ACKNOWLEDGEMENTS. The Employee acknowledges that (a) the services
to be performed by him under this Agreement are of a special, unique, unusual,
extraordinary, and intellectual character and (b) the provisions of this Section
5 are reasonable and necessary to protect the Confidential Information,
goodwill, and other business interests of the Employer and its Affiliates.

         5.2 COVENANTS OF THE EMPLOYEE. The Employee covenants that he will not,
directly or indirectly:

                  (a) during the Non-Compete Period, without the express prior
written consent of the Board of Directors of the Employer, as owner, officer,
director, employee, stockholder, principal, consultant, agent, lender,
guarantor, cosigner, investor, or trustee of any corporation, partnership,
proprietorship, joint venture, association, or any other entity of any nature,
engage, directly or indirectly, in the Business in (i) in any county in any
state, or any county contiguous with a county, in which the Employer or any of
its Affiliates is conducting Business activities or has conducted Business
activities in the prior twelve (12) months, and (ii) any county in which the
Employer or any of its Affiliates is conducting other Business; provided,
however, that the Employee may purchase or otherwise acquire for passive
investment up to three percent (3%) of any class of securities of any such
enterprise under Section 12(g) of the Securities Exchange Act of 1934;

                  (b) whether for the Employee's own account or for the account
of any other person at any time during his employment with the Employer or its
Affiliates (except for the account of the Employer and its Affiliates) and the
Non-Compete Period, solicit Business of the



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<PAGE>

same or similar type being carried on by the Employer or its Affiliates, whether
or not the Employee had personal contact with such person or entity during the
Employee's employment with the Employer;

                  (c) whether for the Employee's own account or the account of
any other person and at any time during his employment with the Employer or its
Affiliates and the Non-Compete Period, (i) solicit, employ, or otherwise engage
as an employee, independent contractor, or otherwise, any person who is an
employee of the Employer or an Affiliate, or in any manner induce, or attempt to
induce, any employee of the Employer or its Affiliates to terminate his or her
employment with the Employer or its Affiliate; or (ii) interfere with the
Employer's or its Affiliate's relationship with any person or entity that, at
any time during the Employment Period, was an employee, contractor, supplier, or
customer of the Employer or its Affiliate; or

                  (d) at any time after the termination of his employment,
disparage the Employer or its Affiliates or any shareholders, directors,
officers, employees, or agents of the Employer or any of its Affiliates, so long
as the Employer does not disparage the Employee;

provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of
this Section 5.2 shall not apply if the Employee's employment is terminated
pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held
to be unreasonable, arbitrary, or against public policy, such covenant will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not
against public policy, will be effective, binding, and enforceable against the
Employee. The Employee hereby agrees that this covenant is a material and
substantial part of this Agreement and that: (i) the geographic limitations are
reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant
is not made for the purpose of limiting competition per se and is reasonably
related to a protectable business interest of the Employer. The period of time
applicable to any covenant in this Section 5.2 will be extended by the duration
of any violation by the Employee of such covenant.

         5.3 COVENANTS OF THE EMPLOYER. The Employer covenants and agrees that,
during the Non-Compete Period, the following provisions shall apply:

                  (a) if the Employee's employment is terminated due to the
death or Disability of the Employee, for Cause by the Employer, or by the
Employee without having provided the Required Notice, no additional compensation
shall be payable or Benefits provided to the Employee during the Non-Compete
Period except as specifically provided for in Section 4.3 hereof.

                  (b) In addition to the compensation payable or Benefits to be
provided to the Employee as provided in Section 4.3 hereof, if the Employee's
employment is terminated for any reason other than as set forth in Section
5.3(a) hereof, the Employer shall continue to (i) pay to the Employee during the
Non-Compete Period the Base Salary as provided herein and (ii) provide all the
Benefits to the Employee (and the Employee's spouse and dependents, as
applicable) that the Employer would have provided pursuant to this Agreement, in
both cases as



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if the Employee remained employed by the Employer during the Non-Compete Period,
unless the Employer is prohibited from providing any such Benefits pursuant to
applicable law.

                  (c) Notwithstanding the foregoing provisions of this Section
5.3, (i) the Employer may pay to the Employee the cash equivalent of any Benefit
that the Employer is otherwise obligated to provide the Employee in lieu of
providing such Benefit, and (ii) the Employer shall have the right, at any time,
to release the Employee from the covenants contained in this Section 5, at which
time the Employee's right to receive and the Employer's obligation to make any
payments under this Section 5.3 shall terminate upon the payments by the
Employer to the Employee of all amounts due under this Section 5.3 up to and
including the date of such release.

6.       NON-DISCLOSURE COVENANT

         6.1 ACKNOWLEDGMENTS BY THE EMPLOYEE. The Employee acknowledges that (a)
the Employee will be afforded access to Confidential Information; (b) public
disclosure of such Confidential Information would have an adverse effect on the
Employer and its Affiliates and their business; and (c) the provisions of this
Section 6 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

         6.2 COVENANTS OF THE EMPLOYEE. The Employee covenants as follows:

                  (a) CONFIDENTIALITY. During and after his employment with the
Employer and its Affiliates, the Employee will hold in confidence the
Confidential Information and will not disclose such Confidential Information to
any person other than in connection with the performance of his duties and
obligations hereunder, except with the specific prior written consent of the CEO
of Employer; provided, however, that the parties agree that this Agreement does
not prohibit the disclosure of Confidential Information where applicable law
requires in response to subpoenas and/or orders of a governmental agency or
court of competent jurisdiction. In the event that the Employee is requested or
becomes legally compelled under the terms of a subpoena or order issued by a
court of competent jurisdiction or by a governmental body to disclose
Confidential Information, the Employee agrees that he will (i) immediately
provide the Employer and its Affiliates which may be affected by such request(s)
with written notice of the existence, terms, and circumstances, surrounding such
request(s) so that the Employer or its respective Affiliates may seek an
appropriate protective order or other appropriate remedy, (ii) cooperate with
the Employer and its Affiliates which may be affected by such requests in their
efforts to decline, resist, or narrow such requests, and (iii) if disclosure of
such Confidential Information is required in the opinion of counsel, exercise
reasonable efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to such disclosed information.

                  (b) TRADE SECRETS. Any and all trade secrets of the Employer
and its Affiliates will be entitled to all the protections and benefits under
the federal and state trade secret and intellectual property laws and any other
applicable law. If any information that the Employer or any of its Affiliates
deems to be a trade secret is found by a court of competent jurisdiction not to
be a trade secret for purposes of this Agreement, such information will,




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nevertheless, be considered Confidential Information for the purposes of this
Agreement, so long as it otherwise meets the definition of Confidential
Information. The Employee hereby waives any requirement that the Employer or any
of its Affiliates submit proof of the economic value of any trade secret or post
a bond or other security.

                  (c) REMOVAL. The Employee will not remove from the premises of
the Employer or of any of its Affiliates (except to the extent such removal is
for purposes of the performance of the Employee's duties at home or while
traveling, or except otherwise specifically authorized by the Employer or its
applicable Affiliate) any document, record, notebook, plan, model, component,
device, or computer software or code, whether embodied in a disk or in any other
form belonging to the Employer or to any of its Affiliates or used in the
business of the Employer or of any of its Affiliates (collectively, the
"Proprietary Items"). All of the Proprietary Items, whether or not developed by
the Employee, are the exclusive property of the Employer or of its applicable
Affiliate. Upon termination of his employment, or upon the request of the
Employer or of any of its Affiliates during the Employment Period, the Employee
will return to the Employer or to its applicable Affiliate all of the
Proprietary Items and Confidential Information in the Employee's possession or
subject to the Employee's control, and the Employee shall not retain any copies,
abstracts, sketches, or other physical embodiments in electronic form or
otherwise, of any such Proprietary Items or Confidential Information.

                  (d) DEVELOPMENT OF INTELLECTUAL PROPERTY. Any and all
writings, inventions, improvements, plans, designs, architectural work papers,
drawings, processes, procedures, and/or techniques ("Intellectual Property")
which the Employee (i) made, conceived, discovered, or developed, either solely
or jointly with any other person or persons, at any time when the Employee was
an employee of the Employer whether pursuant to this Agreement or otherwise,
whether or not during working hours, and whether or not at the request or upon
the suggestion of the Employer or any of its Affiliates, which relate to or were
useful in connection with any business now or hereafter carried on or
contemplated by the Employer or any of its Affiliates, including developments or
expansions of its fields of operations, or (ii) may make, conceive, discover, or
develop, either solely or jointly with any other person or persons, at any time
when the Employee is an employee of the Employer, whether or not during working
hours and whether or not at the request or upon the suggestion of the Employer
or any of its Affiliates, which relate to or are useful in connection with any
business now or hereafter carried on or contemplated by the Employer or any of
its Affiliates, including developments or expansions of its present fields of
operations, shall be the sole and exclusive property of the Employer or of its
applicable Affiliate. The Employee shall make full disclosure to the Employer of
all such Intellectual Property and shall do everything necessary or desirable to
vest the absolute title thereto in the Employer or in its applicable Affiliate.
The Employee shall write and prepare all specifications and procedures regarding
such Intellectual Property and otherwise aid and assist the Employer or its
applicable Affiliate so that the Employer or its Affiliate can prepare and
present applications for copyright, patent, or trademark protection therefor and
can secure such copyright, patent, or trademark wherever possible, as well as
reissues, renewals, and extensions thereof, and can obtain the record title to
such copyrights, patents, or trademarks so that the Employer or its applicable
Affiliate shall be the sole and absolute owner thereof in all countries in which
it may desire to have copyright, patent, or trademark protection. The Employee
shall not be entitled to



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any additional or special compensation or reimbursement regarding any and all
such Intellectual Property.

7.       GENERAL PROVISIONS OF SECTIONS 5 AND 6.

         7.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY. The Employee acknowledges
that the injury that would be suffered by the Employer or any of its Affiliates
as a result of a breach of the provisions of Sections 5 and 6 of this Agreement
would be irreparable and that an award of monetary damages to the Employer or to
any of its Affiliates for such a breach may be an inadequate remedy.
Consequently, the Employer or its applicable Affiliate will have the right, in
addition to all other rights, to seek injunctive relief to restrain any breach
or threatened breach or otherwise to specifically enforce any provision of this
Agreement. The Employee waives any requirement that the Employer or any of its
Affiliates secure or post any bond in conjunction with any such remedies. The
Employee further agrees to and hereby does submit to in personam jurisdiction
before each and every court for that purpose. Without limiting the rights of the
Employer or of any of its Affiliates under this Section 7 or any other remedies
available to the Employer or its Affiliates, if the Employee breaches any other
provisions of Sections 5 and 6 and such breach is proven in a court of competent
jurisdiction, the Employer will have the right to cease making any payments or
providing Benefits otherwise due to the Employee under this Agreement.

         7.2 COVENANTS OF SECTIONS 5 AND 6 ARE ESSENTIAL AND INDEPENDENT
COVENANTS. The covenants of the Employee in Sections 5 and 6 hereof are
essential elements of this Agreement, and without the Employee's agreement to
comply with such covenants, the Employer would not have entered into this
Agreement or continued the employment of the Employee. The Employer and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Employer. In addition, the Employee's covenants in Sections 5 and 6 are
independent covenants and the existence of any claim by the Employee against the
Employer under this Agreement or otherwise will not excuse the Employee's breach
of any covenant in Sections 5 or 6. Notwithstanding anything in the Agreement to
the contrary, the covenants and agreements of the Employee in Sections 5 and 6
shall survive the termination of the Agreement, except as provided below.

8.       GENERAL PROVISIONS.

         8.1 INDEMNIFICATION. The Employer shall indemnify and hold harmless the
Employee to the fullest extent permitted by applicable law against all costs
(including reasonable attorneys' fees and costs), judgments, penalties, fines,
amounts paid in settlements, interest, and all other liabilities incurred or
paid by the Employee in connection with the investigation, defense, prosecution,
settlement, or appeal of any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and to
which the Employee was or is a party or is threatened to be made a party by
reason of the fact that the Employee is or was an officer, employee, or agent of
the Employer or its Affiliates, including any property owner or condominium
association that the Employee has been asked to serve on by the Employer, or by
reason of anything done or not done by the Employee in any such



                                       8
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capacity or capacities, provided that the Employee acted in good faith and in a
manner the Employee reasonably believed to be in or not opposed to the best
interests of the Employer or any of its Affiliates, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Employer also shall pay any and all expenses (including
reasonable attorney's fees) incurred by the Employee as a result of the Employee
being called as a witness in connection with any matter involving the Employer
and/or any of its officers or directors. Nothing herein shall limit or reduce
any rights of indemnification to which the Employee might be entitled under the
organizational documents of the Employer or as allowed by applicable law.

         8.2 WAIVER. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right or privilege under this Agreement will operate as
a waiver of such right or privilege, and no single or partial exercise of any
such right or privilege will preclude any other or further exercise of any right
or privilege. To the maximum extent permitted by applicable law, any claim or
right arising out of this Agreement may only be discharged by a waiver or
renunciation of the claim or right in writing signed by the other party.

         8.3       SUCCESSORS.

                  (a) This Agreement is personal to the Employee and without the
prior written consent of the Employer shall not be assignable by the Employee
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Employee's legal
representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Employer and its successors and assigns.

                  (c) The Employer will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Employer to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Employer would be required to perform it if no such succession
had taken place. As used in this Agreement, "Employer" shall mean the Employer
as defined above and any successor to its business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.

         8.4 NOTICES. All notices, consents, waivers and other communication
required under this Agreement must be in writing and will be deemed to have been
duly given when (a) delivered by hand (with written confirmation of receipt),
(b) sent by facsimile (with written confirmation of receipt), provided that a
copy is mailed by certified mail, return receipt requested, the same day or the
next Business Day, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service, in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):



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         If to the Employer:

         Technical Olympic USA, Inc.
         4000 Hollywood Blvd., Suite 500-N
         Hollywood, FL  33021
         Attn:  Antonio B. Mon
         Facsimile No.:  (954) 364-4038

         With a copy to Patricia Petersen, General Counsel of Technical Olympic
USA, Inc., at the same address, facsimile no. (954) 364-4037.

         If to the Employee:

         David J. Keller
         3873 Bellaire Circle
         Fort Worth, TX  76109

         8.5 ENTIRE AGREEMENT; SUPERSEDURE. This Agreement, together with the
Exhibits attached hereto, contains the entire agreement between the parties with
respect to the subject matter hereof, and expressly terminates, rescinds,
replaces, and supersedes all prior and contemporaneous agreements and
understandings, oral or written, between the parties with respect to the subject
matter hereof.

         8.6 GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS IN BROWARD COUNTY, FLORIDA, FOR THE PURPOSES OF
ANY PROCEEDINGS ARISING OUT OF THIS AGREEMENT.

         8.7 SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect, unless the absence of such
invalid or unenforceable provision materially alters the rights or obligations
of either party hereto. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable, unless the absence of such invalid or
unenforceable portion of such provision materially alters the rights or
obligations of either party hereto.

         8.8 TAX WITHHOLDING AND REPORTING. The Employer shall withhold from all
payments hereunder all applicable taxes that it is required to withhold with
respect to payments and Benefits provided under this Agreement and shall report
all such payments and withholdings to the appropriate taxing authorities as
required by applicable law.

         8.9 AMENDMENTS AND WAIVERS. This Agreement may not be modified, waived,
or discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Employee and the President of the Employer, subject to
authorization of the Board of



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Directors of Employer. Any waiver by either party hereto shall be specific to
the event and shall not be deemed a waiver of any other event.

         8.10 SURVIVAL. The provision of provisions of Sections 4, 5, 6, 7, and
8 shall survive the termination of this Agreement.

         8.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, by original or facsimile signatures, each of which shall
constitute an original and all of which taken together shall constitute one and
the same instrument.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement effective for all purposes as of the Effective Date.


Technical Olympic USA, Inc.


By: /s/ Antonio B. Mon                         /s/ David J. Keller
    --------------------------------           ---------------------------------
Name:  Antonio B. Mon                          David J. Keller
Title: Chief Executive Officer and
       President





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                                    EXHIBIT A

                                   DEFINITIONS

"ACCRUED OBLIGATIONS" means, at the relevant date, the sum of the following: (i)
the Employee's earned or accrued, but unpaid, Base Salary through the date of
termination of the Employee's employment; (ii) any Bonus earned or accrued and
vested, but unpaid (together with accrued interest or earnings credited
thereon); (iii) the economic value of any of the Employee's accrued, but unused,
vacation time; and (iv) any unreimbursed business expenses incurred by the
Employee.

"AFFILIATE" means a person or entity who or which, (i) with respect to an
entity, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such entity; or (ii) with
respect to the Employee, is a parent, spouse, or issue of the Employee,
including persons in an adopted or step relationship.

"BUSINESS" means the business of developing land for, and the design,
construction, promotion, marketing, and sale of, single-family residences,
townhouses, and condominiums.

"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or bank holiday
recognized in Hollywood, Florida.

"CAUSE" means:

         (a) an act of fraud, misappropriation, or personal dishonesty taken by
the Employee and intended to result in the personal enrichment of the Employee
at the expense of the Employer or an Affiliate, including, but not limited to,
the willful engaging by the Employee in illegal conduct or gross misconduct that
is or reasonably could be injurious to the Employer or any of its Affiliates;

         (b) the material violation by the Employee of any obligation of the
Employee under this Agreement, including but not limited to, the willful and
continued failure of the Employee to perform substantially the Employee's duties
with the Employer or its Affiliates (other than such failure resulting from
incapacity due to physical or mental illness) which violation or failure is not
remedied within ten (10) Business Days (or such additional reasonable period of
time if additional time is necessary to remedy) after receipt of written notice
or demand for substantial performance or corrective action is delivered to the
Employee by the Board of Directors or CEO of the Employer which specifically
identifies the manner in which the Board of Directors or the CEO believes that
the Employee has not substantially performed the Employee's duties or violated
an obligation under this Agreement;

         (c) the conviction, or plea of nolo contendere, of the Employee for any
felony or any misdemeanor involving moral turpitude; or

         (d) a material violation of any express direction of the Board of
Directors or the CEO of Employer or a material violation of any rule,
regulation, policy or plan established or



                                       12
<PAGE>

approved by the Board of Directors or the CEO of Employer from time to time
regarding the conduct of the Employer's employees and/or its business, which
violation is not remedied within ten (10) Business Days (or such additional
reasonable period of time if additional time is necessary to remedy) after
receipt of written notice from the Employer of such failure.

"CHANGE OF CONTROL" means the occurrence of any of the following events, each of
which shall be determined independently of the others:

         (a) any "Person" (as defined below) becomes a "beneficial owner" (as
such term is used in Rule 13d-3 promulgated under the Exchange Act) of forty
percent (40%) or more of the stock of any member of the Consolidated Group (as
defined below) entitled to vote in the election of directors. For purposes of
this Exhibit A, the term "Person" is used as such term is used in Sections 13(d)
and 14(d) of the Exchange Act; provided, however that the term shall not include
any member of the Consolidated Group, any trustee or other fiduciary holding
securities under an employee benefit plan of any member of the Consolidated
Group, or any corporation owned, directly or indirectly, by the shareholders of
any member of the Consolidated Group;

          (b) shareholders of any member of the Consolidated Group adopt a plan
of complete or substantial (eighty-five percent (85%) or more) liquidation or an
agreement providing for the distribution of all or substantially all of the
assets of such member;

         (c) any member of the Consolidated Group is party to a merger,
consolidation, other form of business combination or a sale of all or
substantially all (eighty-five percent (85%) or more) of its assets, unless the
business of such member is continued following any such transaction by a
resulting entity (which may be, but need not be, such member) and the
shareholders of such member immediately prior to such transaction (the "Prior
Shareholders") hold, directly or indirectly, at least forty percent (40%) of the
voting power of the resulting entity (there being excluded from the voting power
held by the Prior Shareholders, but not from the total voting power of the
resulting entity, any voting power received by Affiliates of a party to the
transaction (other than such member) in their capacities as shareholders of such
member); provided, however, that a merger or consolidation effected to implement
a recapitalization of such member (or similar transaction) in which no Person
acquires more than thirty percent (30%) of the combined voting power of such
member's then outstanding securities shall not constitute a Change in Control;
or

         (d) any member of the Consolidated Group is a subject of a "Rule 13e-3
transaction" as that term is defined in Exchange Act Rule 13e-3, and the first
purchase has been made pursuant to such transaction.

         Notwithstanding the foregoing, if, immediately after the occurrence of
any event enumerated above, the Continuing Directors control the majority of the
Board of Directors of the Company (or, in the case of any merger or combination
in which the Company is not the surviving entity, continue to constitute a
majority of the board of directors of such successor entity), such event shall
not constitute a Change of Control for purposes of this Agreement until such
time as the Continuing Directors no longer



                                       13
<PAGE>

constitute a majority of the Board of Directors of the Company (or the successor
entity, if applicable). "Continuing Directors" for this purpose means the
members of the Board of Directors of the Company on the Effective Date, provided
that any person becoming a member of the Board of Directors of the Company
subsequent to such date whose election or nomination for election was supported
by a majority of the directors who at the time of the election or nomination for
election comprised the Continuing Directors shall be considered to be a
Continuing Director.

"CONSOLIDATED GROUP" shall mean (i) the group of companies composed of Technical
Olympic S.A. or the Company, and (ii) any successor or surviving company of any
of the foregoing entities.

"CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

"CONFIDENTIAL INFORMATION" means any and all intellectual property of the
Employer (or any of its Affiliates), including but not limited to:

         (a) trade secrets concerning the business and affairs of the Employer
(or any of its Affiliates), product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current and planned research development,
current and planned manufacturing or distribution methods and processes,
customer lists, current and anticipated customer requirements, price lists,
market studies, business plans, computer software and programs (including object
code and source code), computer software and database technologies, systems,
structures, and architectures (and related formulae, compositions, processes,
improvements, devices, know-how, inventions, discoveries, concepts, ideas,
designs, methods and information), and any other information, however
documented, that is a trade secret under federal, state or other applicable law;
and

         (b) information concerning the business and affairs of the Employer (or
any of its Affiliates) (which includes historical financial statements,
financial projections and budgets, historical and projected sales, capital
spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials), however documented; and notes,
analysis, compilations, studies, summaries, and other material prepared by or
for the Employer (or any of its Affiliates) containing or based, in whole or in
part, on any information included in the foregoing.

Notwithstanding the foregoing, Confidential Information shall not include
information otherwise lawfully known generally by or readily accessible to the
trade or general public other than by the improper disclosure, directly or
indirectly, by the Employee or an Affiliate of the Employee.

"DISABILITY" means the inability of the Employee, due to the injury, illness,
disease, or bodily or mental infirmity, to engage in the performance of
substantially all of the usual duties of employment with the Employer as
contemplated by Section 2.2 herein, such Disability to be determined by the
Board of Directors of the Employer upon receipt and in reliance on competent
medical advice from one (1) or more individuals, selected by the Board, who are
qualified to give such professional medical advice. The Employee must submit to
a reasonable number of examinations by the medical doctor making the
determination of Disability, and the Employee



                                       14
<PAGE>

hereby authorizes the disclosure and release to the Employer of such
determination and all supporting medical records. If the Employee is not legally
competent, the Employee's legal guardian or duly authorized attorney-in-fact
will act in the Employee's stead for the purposes of submitting the Employee to
the examinations, and providing the authorization of disclosure required
hereunder.

It is expressly understood that the Disability of the Employee for a period of
one hundred twenty (120) calendar days or less in the aggregate during any
period of twelve (12) consecutive months, in the absence of any reasonable
expectation that his Disability will exist for more than such a period of time,
shall not constitute a failure by him to perform his duties hereunder and shall
not be deemed a breach or default and the Employee shall receive full
compensation for any such period of Disability or for any other temporary
illness or incapacity during the term of this Agreement.

"EMPLOYMENT PERIOD" means the term of the Employee's employment under this
Agreement.

"FISCAL YEAR" means the fiscal year of Employer.

"GOOD REASON" means:

         (a) that without the Employee's prior written consent and in the
absence of Cause, one or more of the following events occur:

                  (i) any materially adverse change in the Employee's authority,
duties, or responsibilities as set forth in Section 2 or any assignment to the
Employee of duties and responsibilities materially and substantially
inconsistent with those normally associated with such position;

                  (ii) the Employer requiring the Employee to be primarily based
at any office more than fifty (50) miles outside the metropolitan area of the
Location as set forth in Exhibit B, excluding travel reasonably required in the
performance of the Employee's responsibilities;

                  (iii) any failure by the Employer to comply with and satisfy
Section 8.3(c) of this Agreement;

                  (iv) the material violation by the Employer of a material
obligation of the Employer under this Agreement, which violation or failure is
not remedied within ten (10) Business Days (or such additional reasonable period
of time if additional time is necessary to remedy) after receipt of written
notice or demand for substantial performance or corrective action is delivered
to the Employer and the CEO of the Employer by the Employee which specifically
identifies the manner in which Employee believes that the Employer has not
substantially performed the Employer's duties or violated an obligation under
this Agreement; or

                  (v) the occurrence of a Change of Control; and



                                       15
<PAGE>

         (b) within sixty (60) Business Days learning of the occurrence of any
such event, and in the absence of any circumstances that constitutes Cause, the
Employee terminates employment with the Employer by written notice to the CEO of
the Employer; provided, however, that the events set forth in subparagraphs
(a)(I, II OR III) shall not constitute Good Reason for purposes of this
Agreement unless, within twenty (20) Business Days of Employee's learning of
such event, the Employee gives written notice of the event to the Employer and
the Employer fails to remedy such event within thirty (30) Business Days (or
such additional reasonable period of time if additional time is necessary to
remedy) of receipt of such notice.

"NON-COMPETE PERIOD" means the period beginning on the Effective Date and ending
on the first anniversary of the Employee's termination of employment with the
Employer.

"PRO RATA BONUS" shall mean a Bonus pro rated for the year in which the
Employee's employment terminates for the year during which such termination
occurs.

"TERMINATION PAYMENT" shall mean a lump sum payment in cash equal to the sum of
the following: (A) an amount equal to the aggregate Base Salary (as it may be
increased from time to time pursuant to this Agreement) that would have been
payable to the Employee if his employment had continued for the then remaining
term of the Employment Period, (B) the Pro Rata Bonus, (C) an amount equal to
the aggregate Bonus that would have been payable to the Employee if his
employment had continued for the then remaining term of the Employment Period
(other than the year in which the Employee's employment terminates), calculated
by multiplying the highest Bonus paid to the Employee in the prior three (3)
fiscal years by the number of years remaining in the Employment Period, (D) the
Accrued Obligations, and (E) the fair market value of any Benefits and
perquisites (other than health benefits, if paid to the Employee pursuant to
subparagraph (ii) of Section 4.3(c) of this Agreement) to be provided to the
Employee for the then remaining term of the Employment Period.




                                       16
<PAGE>
                                    EXHIBIT B

                 EMPLOYMENT AGREEMENT TERMS FOR DAVID J. KELLER

1.       EMPLOYMENT PERIOD. The Employment Period referenced in Section 2.1 of
         the Agreement shall be for a period of three (3) years beginning on the
         Effective Date, unless terminated earlier in accordance with the
         provisions of Section 4.

2.       POSITION. The Employee will serve as Senior Vice President, Chief
         Financial Officer and Treasurer of Employer. In this capacity, the
         Employee will have such duties and responsibilities as are reasonably
         consistent with such position or as may be assigned or delegated to the
         Employee from time to time by the CEO of the Employer or another
         executive or officer of the Employer identified by the CEO to the
         Employee.

3.       LOCATION. The Employee's primary place of employment hereunder shall be
         at the Employer's Hollywood, Florida office in the greater Hollywood,
         Florida metropolitan area, unless the Employee consents otherwise in
         writing; provided, however, that the Employee shall travel as
         reasonably necessary to perform his obligations and duties to the
         Employer.

4.       BASE SALARY. Employee will be paid an annual salary of Four Hundred
         Fifty Thousand Dollars ($450,000) beginning May 1, 2004, which Base
         Salary may be increased from time to time during the Employment Period.

5.       ANNUAL BONUS. Employee is eligible to earn an annual bonus, subject to
         approval of the Board of Directors or relevant Board Committee:

         2004 minimum Bonus is guaranteed at Four Hundred Fifty Thousand Dollars
         ($450,000). 2005 and 2006 bonus opportunity is discretionary with a
         target amount of 100% of base compensation. Bonus eligibility is based
         on both personal and company performance. There is potential bonus
         upside based on the company performance.

6.       CAR ALLOWANCE. During the Employment Period, the Employee shall be paid
         a car allowance in the amount of Seven-Hundred Fifty Dollars ($750) per
         month with an additional reimbursement of up to Two-Hundred Fifty
         Dollars ($250) per month for maintenance, gas and insurance in
         accordance with the Company's receipt documentation guidelines.

7.       TRANSITION EXPENSES. The Company will provide full relocation of home
         goods from the Employee's current residence to the greater Hollywood,
         Florida metro region. Company will pay closing costs on the sale of the
         Employee's primary residence and primary home purchase in South
         Florida.



                                       17
<PAGE>

         The Company will reimburse the Employee for up to 4 return trips home
         during the transition for the Employee and his spouse. Temporary
         housing expenses in South Florida will be reimbursed to the Employee
         for up to 6 months after hire date.

8.       CERTAIN ADDITIONAL PAYMENTS BY THE EMPLOYER.

         (a) Anything in this Agreement to the contrary notwithstanding, in the
         event it shall be determined that any payment or distribution by the
         Employer to or for the benefit of the Employee (whether paid or payable
         or distributed or distributable pursuant to the terms of this
         Agreement, the Options or otherwise, but determined without regard to
         any additional payments required under this Exhibit Paragraph 7) (a
         "Payment") would be subject to the excise tax imposed by Section 4999
         of the Internal Revenue Code or any interest or penalties are incurred
         by the Employee with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Employee shall
         be entitled to receive an additional payment (a "Gross-Up Payment" ) in
         an amount such that after payment by the Employee of all taxes
         (including any interest or penalties imposed with respect to such
         taxes), including, without limitation, any income taxes (and any
         interest or penalties imposed with respect thereto) and Excise Tax
         imposed upon the Gross-Up Payment, the Employee retains an amount of
         the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

         (b) Subject to the provisions of this Exhibit Paragraph 7(c), all
         determinations required to be made under this Exhibit Paragraph 7,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by the Employer's
         independent certified accountant or such other certified public
         accounting firm as may be designated by the Employee (the "Accounting
         Firm") which shall provide detailed supporting calculations both to the
         Employer and the Employee within fifteen (15) Business Days of the
         receipt of notice from the Employee that there has been a Payment, or
         such earlier time as is requested by the Employer. In the event that
         the Accounting Firm is serving as accountant or auditor for the
         individual, entity or group effecting a change of control, the Employee
         shall appoint another nationally recognized accounting firm to make the
         determinations required hereunder (which accounting firm shall then be
         referred to as the Accounting Firm hereunder). All fees and expenses of
         the Accounting Firm shall be borne solely by the Employer. Any Gross-Up
         Payment, as determined pursuant to this Exhibit Paragraph 7, shall be
         paid by the Employer to the Employee within five (5) Business Days of
         the receipt of the Accounting Firm's determination. Any determination
         by the Accounting Firm shall be binding upon the Employer and the
         Employee. As a result of the uncertainty in the application of Section
         4999 of the Code at the time of the initial determination by the
         Accounting Firm hereunder, it is possible that Gross-Up Payments which
         will not have been made by the Employer should have been made
         ("Underpayment"), consistent with the calculations required to be made




                                       18
<PAGE>

         hereunder. In the event that the Employer exhausts its remedies
         pursuant to this Exhibit Paragraph 7(c) and the Employee thereafter is
         required to make a payment of any Excise Tax, the Accounting Firm shall
         determine the amount of the Underpayment that has occurred and any such
         Underpayment shall be promptly paid by the Employer to or for the
         benefit of the Employee.

         (c) The Employee shall notify the Employer in writing of any claim by
         the Internal Revenue Service, that, if successful, would require the
         payment by the Employer of the Gross-Up Payment. Such notification
         shall be given as soon as practicable but no later than ten (10)
         Business Days after the Employee is informed in writing of such claim
         and shall apprise the Employer of the nature of such claim and the date
         on which such claim is requested to be paid. The Employer shall not pay
         such claim prior to the expiration of the 30-day period following the
         date on which it gives such notice to the Employer (or such shorter
         period ending on the date that any payment of taxes with respect to
         such claim is due). If the Employer notifies the Employee in writing
         prior to the expiration of such period that it desires to contest such
         claim, the Employee shall:

                  (i) give the Employer any information reasonably requested by
         the Employer relating to such claim;

                  (ii) take such action in connection with contesting such claim
         as the Employer shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney reasonably selected by the
         Employer;

                  (iii) cooperate with the Employer in good faith in order
         effectively to contest such claim; and

                  (iv) permit the Employer to participate in any proceedings
         relating to such claim;

         provided, however, that the Employer shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         the Employee harmless, on an after-tax basis, for any Excise Tax or
         income tax (including interest and penalties with respect thereto)
         imposed as a result of such representation and payment of costs and
         expenses. Without limitation of the foregoing provisions of this
         Exhibit Paragraph 7(c), the Employer shall control all proceedings
         taken in connection with such contest and, at its sole option, may
         pursue or forgo any and all administrative appeals, proceedings,
         hearings and conferences with the taxing authority in respect of such
         claim and may, at its sole option, either direct the Employee to pay
         the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Employee agrees to prosecute such contest
         to a determination before any administrative tribunal, in a court of
         initial jurisdiction and in one or more appellate courts, as the
         Employer shall determine; provided, however, that if the Employer
         directs the Employee to pay such claim and sue for



                                       19
<PAGE>

         a refund, the Employer shall, to the extent permitted by law, advance
         the amount of such payment to the Employee on an interest-free basis
         and shall indemnify and hold the Employee harmless, on an after-tax
         basis, from any Excise Tax or income tax (including interest or
         penalties with respect thereto) imposed with respect to such advance or
         with respect to any imputed income with respect to such advance; and
         further provided that any extension of the statute of limitations
         relating to payment of taxes for the taxable year of the Employee with
         respect to which such contested amount is claimed to be due is limited
         solely to such contested amount. Furthermore, the Employer's control of
         the contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable hereunder and the Employee shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.

         (d) If, after the receipt by the Employee of an amount advanced by the
         Employer pursuant to this Exhibit Paragraph 7(c), the Employee becomes
         entitled to receive any refund with respect to such claim, the Employee
         shall (subject to the Employer's complying with the requirements of
         this Exhibit Paragraph 7 (c)) promptly pay to the Employer the amount
         of such refund (together with any interest paid or credited thereon
         after taxes applicable thereto). If, after the receipt by the Employee
         of an amount advanced by the Employer pursuant to this Exhibit
         Paragraph 7(c), a determination is made that the Employee shall not be
         entitled to any refund with respect to such claim and the Employer does
         not notify the Employee in writing of its intent to contest such denial
         of refund prior to the expiration of thirty (30) days after such
         determination, then such advance shall be forgiven and shall not be
         required to be repaid and the amount of such advance shall offset, to
         the extent thereof, the amount of Gross-Up Payment required to be paid.


Initials:      /s/ DJK  David J. Keller
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               /s/ ABM  Antonio B. Mon
                   ---




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